AutoNation, Inc. v. Susi
199 So. 3d 456
Fla. Dist. Ct. App.2016Background
- Customer purchased a car from AutoNation and signed an arbitration agreement at purchase covering claims "arising from or relating to" dealership dealings, including service.
- Eight months after purchase the customer brought the car to the dealership for warranty service.
- After service, the customer discovered new damage and an invoice showing a dent-repair company had worked on the car; dealership initially denied, then admitted damage to one door, later refused to pay for remaining repairs.
- Customer sued the dealership alleging negligence, agency liability, violations of the Florida Motor Vehicle Repair Act (§559.920) and FDUTPA (§501.204) — six counts in the amended complaint.
- Dealership moved to stay litigation pending arbitration under the written arbitration agreement; the trial court denied the motion, reasoning the arbitration clause could not last "in perpetuity" and therefore did not cover service eight months later.
- The dealership appealed; the district court reviewed de novo, applying Florida’s pro-arbitration policy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the arbitration agreement signed at purchase covers service-related claims eight months later | Agreement does not apply to claims of negligence/misrepresentation arising from service months after purchase | Agreement’s plain terms cover claims "arising from or relating to" dealership dealings, including service; therefore arbitration required | Arbitration agreement applies; stay required |
| Whether the trial court correctly refused to enforce the agreement because it would operate "in perpetuity" | Clause cannot reasonably bind customer indefinitely; court invoked public-policy concern about perpetual effect | Indefinite-duration contracts are governed by a reasonableness standard tied to parties’ relationship; court may not rewrite contract based on discomfort | Trial court erred: agreement’s duration is reasonable (covers relationship regarding the vehicle) and cannot be invalidated on that basis |
| Scope test: narrow vs. broad arbitration clause | Customer contends claims are tort-based and not contract-related, thus outside narrow scope | Arbitration clause uses "arising from or relating to," which is broad and reaches tort claims with significant relationship to dealings | Clause is broad; tort and statutory claims related to service fall within arbitration scope |
| Whether catch-all/interpretive language compels arbitration of arbitrability disputes | Customer argued arbitrability issues may be for court | Defendant relied on clause expressly covering "interpretation, scope, or validity" of the agreement | Clause’s express catch-alls include arbitrability; court must stay proceedings and compel arbitration |
Key Cases Cited
- BKD Twenty-One Mgmt. Co. v. Delsordo, 127 So.3d 527 (Fla. 4th DCA 2012) (applies de novo review and favors arbitration when scope is ambiguous)
- Jackson v. Shakespeare Foundation, Inc., 108 So.3d 587 (Fla. 2013) (distinguishes narrow "arising out of" clauses from broad "arising out of or relating to" clauses)
- Perri v. Byrd, 436 So.2d 359 (Fla. 1st DCA 1983) (contracts with indefinite duration are not deemed perpetual)
- Indep. Mortg. & Fin., Inc. v. Deater, 814 So.2d 1224 (Fla. 3d DCA 2002) (indefinite-duration agreements governed by a reasonableness standard)
- Barakat v. Broward Cty. Hous. Auth., 771 So.2d 1193 (Fla. 4th DCA 2000) (trial courts may not rewrite contracts to relieve a party of an unfavorable bargain)